Annotated Companies Legislation

Edited by John Birds
Nigel Boardman, Robert Hildyard, and Robert Miles QC

The only single volume commentary with a complete set of company law materials

Draws together all you need to know about the legislation in one place

Substantive and high quality commentary in a section-by-section format

High quality author team with a mix of expertise (solicitors, barristers, scholars, and accountants)

New to this Edition:

Provides the whole of Part VI of the Financial Services and Markets Act, as amended by the Financial Services Act 2012, with detailed commentary on the prospectus provisions

New case law such as Bain v The Rangers Football Club plc [2011] CSOH 158

Annotated Companies Legislation

Third Edition

Edited by John Birds
Nigel Boardman, Robert Hildyard, and Robert Miles QC

Description

Annotated Companies Legislation is the only single volume commentary with a complete set of company law materials. It draws together in one place all you need to know about the legislation with substantive and high-quality commentary in a section-by-section format. With a high quality author team from a mix of disciplines, this guide to the Companies Act 2006 and surviving parts of older legislation is easy to navigate and value for money. Annotated Companies Legislation has also recently been cited in the High Court judgment Eckerle & Ors v Wickeder Westfalenstahl GmbH & Anor [2013] EWHC 68 (Ch) (23 January 2013).

The third edition provides up-to-date analysis on all recent developments and new case law such as Bain v The Rangers FootballClub plc [2011] CSOH 158. By popular demand the book now includes the whole of Part VI of the Financial Services and Markets Act 2000 with detailed commentary on the prospectus provisions. The commentary to section 894 has been updated to refer to the likely changes resulting from the proposed amendments to CA 2006, Part 25 which will introduce a UK wide system of registration for company charges. Part 15 and the relevant commentary has been significantly amended to cover the increased exemptions from audit for small companies.

This one-stop resource provides guidance on the interpretation of the law and the impact of changes made by the Companies Act 2006 by reference to case law, Hansard and Committee Reports, as well as including copies of all substantive secondary material.
Usability is enhanced for quick and easy research with the inclusion of derivation and destination tables easing navigation around the 2006 regime, and the book is organized according to the topics covered in the Parts of the 2006 Act, with paragraph numbers referencing the Parts and sections of the Act, designed with the user in mind.

The third edition continues to be a much-needed fresh commentary on the companies legislation. It provides a single, convenient and portable volume and is the complete companion to company law for all corporate, M&A, and insolvency lawyers.

Annotated Companies Legislation

Third Edition

Edited by John Birds
Nigel Boardman, Robert Hildyard, and Robert Miles QC

Table of Contents

1. General Introductory Provisions2. Company Formation3. A Company's Constitution4. A Company's Capacity and Related Matters5. A Company's Name6. A Company's Registered Office7. Re-registration as a Means of Altering a Company's Status8. A Company's Members9. Exercise of Members' Rights10. A Company's Directors11. Derivative Claims and Proceedings by Members12. Company Secretaries13. Resolutions and Meetings14. Control of Political Donations and Expenditure15. Accounts and Reports16. Audit17. A Company's Share Capital18. Acquisitions by Limited Company of its Own Shares19. Debentures20. Private and Public Companies21. Certification and Transfer of
Securities: General22. Information about Interests in a Company's Shares23. Distribution24. A Company's Annual Return25. Company Charges26. Arrangements and Reconstructions27. Mergers and Divisions of Public Companies28. Takeovers etc29. Fraudulent Trading30. Protection of Members Agains Unfair Prejudice31. Dissolution and Restoration to the Register32. Company Investigations: Amendments33. UK Companies not Formed under the Companies Acts34. Overseas Companies35. The Registrar of Companies36. Offences under the Companies Acts37. Companies Supplementary Provisions38. Companies: Interpretation39. Companies: Minor Amendments40. Company Directors: Foreign Disqualification etc41. Business Names42. Statutory Auditors43. Transparency Obligations and Related Matters44. Miscellaneous Provisions45. Northern Ireland46. General Supplementary Provisions47. Final Provisions48. Schedules49. Uncertificated Securities Regulations50. CA 1985 pt CVIII Floating Charges (Scot)51. Table A and Model Articles of Association52. Statutory Instruments53. Part VI of the Financial Services and Markets Act

Annotated Companies Legislation

Third Edition

Edited by John Birds
Nigel Boardman, Robert Hildyard, and Robert Miles QC

Author Information

John Birds, Formerly Professor of Commercial Law, University of Manchester

Professor John Birds is Honorary Professor at the School of Law, University of Sheffield. He was Professor of Commercial Law at Sheffield from 1989 to 2006, Professor of Commercial Law at University of Manchester from 2006-2010 and Honorary Professor 2010-2011. Now he is Emeritus Profesor at Manchester and Honorary Professor at Sheffield. Professor Birds is the leading authority on company law and insurance law.

Consultant Editor: Robert Miles QC is a leading advocate and adviser with special expertise and experience in complex financial, corporate and commercial disputes and transactions. He has unrivalled experience as an adviser and advocate in cases involving capital markets. He has for many years been ranked in Chambers and Partners and the Legal 500 as a leading banking, financial, chancery, company and commercial silk.